Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): December 13,
2005
SIGMA
DESIGNS, INC.
(Exact
name of registrant as specified in its charter)
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California
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000-15116
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94-2848099
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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1221
California Circle
Milpitas,
California 95035
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(Address
of principal executive offices including zip code)
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(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
December 13, 2005, Sigma Designs, Inc. (“Sigma”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Blue7 Communications, a
privately-held California corporation (“Blue7”), Blue Merger Sub, Inc., a
California corporation and wholly owned subsidiary of Sigma (“Merger Sub”) and,
for purposes of Articles IX and XI of the Merger Agreement only, Hung C. Nguyen
as the Securityholder Representative. Pursuant to the terms of the Merger
Agreement, Merger Sub will merge with and into Blue7 with Blue7 surviving as
a
wholly owned subsidiary of Sigma (the “Merger”). At the effective time of the
Merger, each outstanding share of Blue7 common stock will be exchanged for
a
number of shares of Sigma common stock based on an exchange ratio, and each
option to purchase shares of Blue7 Common Stock will be assumed by Sigma and
will be exercisable for a number of shares of Sigma common stock (and at an
exercise price) adjusted to reflect the exchange ratio. The exchange ratio
is
not yet determined and will be based on the average closing sales prices of
Sigma common stock for ten consecutive trading days ending on the third market
day prior to the closing of the transaction. The aggregate value of the Sigma
common stock to be issued under the terms of the Merger Agreement (including
shares reserved for issuance upon exercise of assumed options) shall not exceed
$14,047,500 minus the value of specified Sigma holdings of Blue7. The parties
contemplate that the shares of Sigma common stock to be issued in the Merger
will be issued pursuant to an exemption under Section 3(a)(10) of the Securities
Act of 1933, as amended. A portion of the shares of Sigma common stock otherwise
deliverable to holders of Blue7 common stock at the closing shall be held in
an
escrow account for up to 12 months to secure the indemnification obligations
of
Blue7 to specified parties under the Merger Agreement.
The
Merger is subject to several conditions, including the approval of the
transaction by Blue7 shareholders and other customary closing conditions. The
Merger is intended to qualify as a tax-free reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended, and has been unanimously
approved by the boards of directors of Sigma and Blue7. Sigma expects to close
the Merger in the early part of 2006.
The
Merger Agreement contains representations, warranties and covenants of both
Sigma and Blue7. The representations, warranties and covenants contained in
the
Merger Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed by the contracting parties, including
being qualified by disclosures exchanged between the parties in connection
with
the execution of the Merger Agreement. The representations and warranties may
have been made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Merger Agreement and should not rely on
the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of Blue7 or Sigma
or any of their respective subsidiaries.
The
foregoing description of the Merger and the Merger Agreement does not purport
to
be complete and is qualified in its entirety by reference to the complete text
of the Merger Agreement and the Sigma press release dated December 15, 2005,
attached hereto as Exhibits 2.1 and 99.1, respectively, and incorporated herein
by reference.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits.
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger dated December 13, 2005 by and between Sigma Designs,
Inc., Blue Merger Sub, Inc., Blue7 Communications and, for purposes
of
Articles IX and XI only, Hung C. Nguyen as the Securityholder
Representative
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99.1
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Press
Release dated December 15, 2005.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
December 15, 2005
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SIGMA
DESIGNS, INC.
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By: |
/s/ KIT
TSUI |
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Kit
Tsui
Chief
Financial Officer and Secretary
(Principal
Financial Officer and Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger dated December 13, 2005 by and between Sigma Designs,
Inc., Blue Merger Sub, Inc., Blue7 Communications and, for purposes
of
Articles IX and XI only, Hung C. Nguyen as the Securityholder
Representative
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99.1
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Press
Release dated December 15, 2005.
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